Published 4:00 am, Thursday, May 15, 2003

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Actress Carrie Anne Moss is shown in a scene from the new provocative futuristic action thriller film"The ," also starring Laurence Fishburne and Monica Bellucci in this undated publicity photograph. The film opens May 15, 2003 in the United States. REUTERS/Warner Bros./Handout less

Actress Carrie Anne Moss is shown in a scene from the new provocative futuristic action thriller film"The ," also starring Laurence Fishburne and Monica Bellucci in this undated publicity photograph. The film ... more

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Actors Hugo Weaving (L) and Keanu Reeves are shown in a scene from the new provocative futuristic action thriller film"The ," also starring Laurence Fishburne and Carrie-Anne Moss in this undated publicity photograph. The film opens May 15, 2003 in the United States. REUTERS/Melinda Sue Gordon/Warner Bros./Handout less

Actors Hugo Weaving (L) and Keanu Reeves are shown in a scene from the new provocative futuristic action thriller film"The ," also starring Laurence Fishburne and Carrie-Anne Moss in this undated publicity ... more

Turns out the first "Matrix" was the One, but the second is still loads of fun.

"The Matrix Reloaded," which was filmed partly in the Bay Area, faced a tougher task than most sequels in trying to stay fresh. Filmmaking brothers Andy and Larry Wachowski's original "Matrix" had revolutionized the action genre, only to see its signature moves co-opted by everything from "Scary Movie" to "Shrek."

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"The Matrix" came out four years ago -- eons in special-effects terms. While "Reloaded" contains nothing as truly innovative as its predecessor, the Wachowskis create something fresh, anyway, by cramming "Reloaded" with the stuff fans crave.

Fight scenes? They're frequent, long and intricate. Fuzzy philosophizing? Even more abundant than in the original, as the sequel further explores the existential chasm between people living within the computer confines of the Matrix and those on the outside. "Reloaded" also heats up the romance between Keanu Reeves' Neo (a.k.a. "the One") and fellow human insurgent Trinity, touchingly played by Carrie-Anne Moss. Too much turns out to be just enough to make "Reloaded" a worthy sequel and a nifty bridge to the trilogy's conclusion, coming in November.

"Reloaded" revisits the computer-generated effects on which "The Matrix" made its name -- hovering combatants, slo-mo bullet evasion -- while upping the stakes. The computer captors trying to wipe out rogue humans Neo, Trinity and Morpheus (Laurence Fishburne) display more resources. Agent Smith (Hugo Weaving) exploded in the first movie but is back intact many times over, replicating himself by the dozens to battle Neo. Or as the delightfully dry Weaving, looking menacing but sounding like Wilford Brimley in an oatmeal ad, puts it: "Me. Me. Me."

The fight becomes an extraordinary set piece, with Reeves running sideways off the heads of Weaving doppelgangers while balancing on a pole. Agile as ever, Reeves blocks blows with lightning speed. But how much is reflex and how much CGI? This scene, like those that have Neo flying, has a tendency to look like a video game. But then the Wachowskis ground things in reality, or at least cinema, by injecting humor: When Neo finds a means of escape, Weaving's various Agent Smiths register different expressions, from embarrassment to contempt.

What most distinguishes "The Matrix" movies from CGI-heavy sci-fi like "Attack of the Clones" is their vibrant humanity. There's an admirable purity to the human rebels' cause; life would be easier had they stayed oblivious to the computer world that entrapped them, where folks aren't oppressed, per se, just unaware. Consciousness over comfort is a noble choice, and it's a concept captured beautifully in a sequence set in Zion, a dingy, bustling industrial complex that, as the last human city, faces threat of destruction by the Matrix army.

After Morpheus rallies the crowd behind Neo as the savior of humankind, bodies writhe to trance music on the dance floor -- the prevailing demographic on Zion appears to be 18-34 -- and Neo and Trinity get busy in an alcove. Their deepening love affair becomes an integral, heartfelt piece of the Matrix puzzle.

Reeves and Moss make a delectable pair, both of them sleek, beautiful and radiating goodness. There's something profound about their characters' lovemaking, something enduring and life-affirming in seeing their scars from painful rebirth into the real world. The symbolism is heavy but also sexy.

When characters aren't fighting or commingling, they're talking nonstop. Mindful that its impenetrability was part of the first "Matrix's" allure, the Wachowskis pile on twists and let characters expound on nagging topics like man versus machine and ideas of fate and choice. "What happened happened because it couldn't have happened any other way," says Morpheus, captain of conundrums.

Not to worry, Internet "Matrix" heads; clarity is never achieved. Going by the first two installments, it takes a film and a half to understand one "Matrix," which means we'll figure out "Reloaded" at the conclusion of the third installment, "The Matrix Revolutions."

The diverse, egalitarian spirit evident in Zion extends to the movie as well. Reeves might be the biggest name and ostensible star of the film, but he's absent from the action for stretches. This allows Moss to shine, whether delivering kicks over her shoulder or locked in a gunfight while plummeting from a high-rise. She's the finest female action hero since Sigourney Weaver in "Alien" -- flinty one moment, nurturing the next and slyly possessive when Italian bombshell Monica Bellucci's character flirts with Neo.

Fishburne gets less screen time than in the first "Matrix," but an extended freeway chase scene (filmed in Alameda and Oakland) lets him show a few moves. He looks rock solid atop a truck that appears to be going 70 mph, the San Francisco skyline looming in the background. At least it looks like the San Francisco skyline until you realize that CGI has turned it into Any City, USA.

Jada Pinkett Smith's pixieish spaceship captain gets little to do here, but you get the feeling she's being primed for big doings in the finale. Ultimately, "The Matrix Reloaded" suffers from "Two Towers" disease: As a middle installment, it lacks a real beginning or end. But unlike "The Lord of the Rings" trilogy, "The Matrix" has no literary precursor, thereby promising a surprise with every new episode. Judging by this accomplished sequel, there will be plenty more to like come November. . This film contains violence, nudity, sexual themes.

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